Mária Patakyová

The development of the European law at present does not influence the general law of contract to the same extent as the crucial areas of the single market. In the field of commercial contracts only limited amount of the European legislation was adopted, aimed at certain issues of the commercial liabilities. It concerns mainly the Directive No. 86/658/EEC focused on the solution of relations between the commercial representative and the entrepreneur and the Recommendation of the European Commission 95/198/EC, which was replaced by the Directive No. 2000/35 on combating late payment in business relations.

Despite this fact, the rights and obligations of the contractual parties in the broader extent might be affected by the implementation of the European law. In the main, one of the fundamental principles of the internal market is the ban of restrictions within the four fundamental freedoms, which is expressed through the prohibition of the restrictions of free movement of persons, goods, services and capital resulting from the contractual relations between subjects of private law.

The objective to establish the single internal market involves from the point of view of Company law the creation of conditions enabling to choose the seat wherever in the Community it is most favourable in terms of economic profitability. It envisages to the maximum possible extent the common framework conditions in Member States. It is possible to create them by two legal approaches:

The first approach, applied for the creation of the convenient environment of the business companies’ activities in Europe is the harmonisation of national legislations by means of directives. This harmonisation has two aims:

Firstly, to remove all obstacles in exercising the right to establish and possibly operate a business, which allows the companies to expand and deepen competition on the market.

Secondly, to ensure the equivalent degree of the protection for shareholders, employees, creditors and third persons who have contractual relations with business companies within the entire territory of the Community.

The second approach lies in the adoption of the unified Community legislation in the form of legal regulations, which will replace or amend the national legislation. The objective is to create factual legal instruments which will provide business companies with the adequate opportunity to combine existing cross-border operations or create new ones on the basis of the European (supranational) and not the national legislation. The companies are left to decide which law they will use.

The fundamental task of the law making in the area of the Company law in the unification of the internal market of EC, besides the efficient establishment, was also the balancing of the different interests that meet upon the formation, the existence and the cessation of the business company. Different interests mean on one hand the interests of associates of the corporate type of business companies, their creditors and third affected persons. On the other hand this also involves the concern to not restrict excessively or to no make impossible the activity of very company by the amendment of legal instruments. Legal instruments, which safeguard the first of the mentioned interests groups, are the publishing of certain company data linked to constitutive or declarative effect of records, the amendment of rights of particular associates and partners and debtors, or the amendment of the rights of minorities, constituted of such individuals, the entailment of other obligations, prohibitions, etc.

These principles and legal instruments in conditions of the Slovak Republic are reflected in the amended Commercial Code, effective since 1 January 2002.